-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uqt9pBiPeSU7DtFF5nBntDq5Sjyzb72peje6g5Ft7RKvr9T/4dFd0XLYs0ZHbVq+ wL5X7CII9yX6QSCEVVhLGw== 0001105705-06-000040.txt : 20060530 0001105705-06-000040.hdr.sgml : 20060529 20060530101615 ACCESSION NUMBER: 0001105705-06-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060530 DATE AS OF CHANGE: 20060530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 06872254 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 8-K 1 f06-05_268k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2006 TIME WARNER INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-15062 13-4099534 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) One Time Warner Center, New York, New York 10019 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 212-484-8000 ------------- (Registrant's Telephone Number, Including Area Code) Not Applicable --------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure. On May 26, 2006, Adelphia Communications Corporation ("Adelphia") issued a press release announcing that it is seeking permission from the United States Bankruptcy Court for the Southern District of New York to proceed with its asset sale to a subsidiary of Time Warner Inc. ("Time Warner") and a portion of its asset sale to Comcast Corporation pursuant to Section 363 of the United States Bankruptcy Code without first confirming a Plan of Reorganization. A copy of the press release is attached as Exhibit 99.1 hereto. Time Warner is in discussions with Adelphia related to this proposed modified approach to the sale process, but has not entered into any amendment to the purchase agreement. The information included in this report, including the press release attached as Exhibit 99.1 is provided to satisfy the public disclosure requirements of Regulation FD. This information is being "furnished" to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. Exhibit Description - ------- ----------- 99.1 Press Release, dated May 26, 2006 issued by Adelphia Communications Corporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIME WARNER INC. By: /s/ Pascal Desroches -------------------- Name: Pascal Desroches Title: Vice President and Deputy Controller Date: May 30, 2006 EXHIBIT INDEX Exhibit Description - ------ ----------- 99.1 Press Release, dated May 26, 2006 issued by Adelphia Communications Corporation. EX-99 2 f06-05_26ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 ADELPHIA For Immediate Release Contacts: (Media) Paul Jacobson (303) 268-6426 (Investor Relations) Mark Spiecker (303) 268-6545 Adelphia Seeks Court Approval To Facilitate Sale of Assets To Time Warner Cable and Comcast If Approved, Sale To Time Warner Cable and Sale of Some Assets To Comcast Could Proceed Without A Creditor Vote Adelphia-Comcast Joint Ventures Sale To Close After Confirmation of Bankruptcy Plan NEW YORK, May 26, 2006 - Adelphia Communications Corporation (OTC:ADELQ) intends to seek authority from the United States Bankruptcy Court for the Southern District of New York to proceed with its asset sale to a subsidiary of Time Warner Cable and a portion of its asset sale to Comcast Corporation without first confirming a Chapter 11 Plan of Reorganization. If the motion is granted, it will increase the likelihood of the transaction being completed in a timely manner. Adelphia currently anticipates that a hearing to approve certain amended bid protections will be held on or about June 8, followed by a hearing to approve the sale, as well as a Plan of Reorganization related to Adelphia's joint ventures with Comcast, on or about June 27. Time Warner Cable and Comcast are working closely with Adelphia to find the swiftest path to accomplish the sale. Adelphia's motion was prompted by an ongoing dispute between certain creditor groups over how to distribute the sale proceeds, which has delayed resolution of Adelphia's bankruptcy, a prerequisite for closing the asset sale under the current terms of the deal. Court approval would authorize limited amendments to the sale agreements that would allow the asset sale to Time Warner Cable and certain of the assets to be sold to Comcast to take place without first confirming a Plan of Reorganization for such assets and without the corresponding creditors' vote. Adelphia's majority ownership interest in two joint ventures with Comcast Corporation, Century-TCI and Parnassos, would still be sold to Comcast concurrently with the consummation of a Plan of Reorganization for those joint ventures. Other assets being purchased by Comcast would, under the proposal, be purchased without prior confirmation of a Plan of Reorganization and without the associated creditors' vote. The closing of the Comcast and Time Warner Cable acquisitions are conditioned on one another and are expected to occur simultaneously. "Despite our best efforts, the creditors' disputes remain unresolved," said William Schleyer, chairman and CEO of Adelphia. "Removing the requirement for a confirmed Plan of Reorganization for Adelphia greatly increases the odds of Adelphia's sale closing in a timely manner. We believe these modifications accommodate the desires of creditors to lock in maximum value for the estate while enabling them to continue settlement discussions and litigation without the pressure of a looming deadline. "It has the added benefit of providing greater certainty to our employees, customers and the local communities we serve who are anxious to make the transition from a much-improved Adelphia to even stronger companies in Comcast and Time Warner Cable." If the modified approach is used, after making distributions to creditors of the joint ventures pursuant to a Plan, Adelphia would be comprised of the balance of cash (approximately $12.7 billion, less cash payments to joint venture creditors) and Time Warner Cable stock (approximately 16 percent of the common stock of Time Warner Cable) used to pay for Adelphia's assets. The entities other than the joint ventures would remain in bankruptcy. The remaining creditors could continue their negotiations and litigation over how to distribute the value of the bankruptcy estate. For Adelphia employees, customers and the communities it serves, the modifications would have no effect on the well-planned transition related to operations and job transfers. There will be no change in the ultimate ownership of the former Adelphia systems; at the conclusion of the transactions, the ownership of such systems will be the same as contemplated under the previous plan and the separate agreement between Time Warner Cable and Comcast. The modifications Adelphia expects to request include a requirement that Adelphia sell a portion of Time Warner Cable shares to be received by Adelphia in an underwritten public offering and a provision that an amount equal to the already approved breakup fee automatically would be paid or credited against the purchase price if the sale fails to close by August 31, 2006, under certain circumstances. There is no assurance that an asset sale or Plan of Reorganization can be consummated on a timely basis, if at all. An asset sale under Section 363 of the Bankruptcy Code may involve additional transaction-related costs, which may be substantial. A copy of the motion filed with the court is available in the investor relations section of the Adelphia corporate web site www.adelphia.com. About Adelphia Adelphia Communications Corporation is the fifth-largest cable television company in the country. It serves customers in 31 states and offers analog and digital video services, high-speed Internet access and other advanced services over Adelphia's broadband networks. Cautionary Statement Regarding Forward-Looking Statements This press release includes forward-looking statements. All statements regarding the Company's and its subsidiaries' and affiliates' expected future financial position, results of operations, cash flows, sale of the Company, settlements with the Securities and Exchange Commission (the "SEC") and the United States Attorneys' Office for the Southern District of New York (the "U.S. Attorney"), restructuring and financing plans, expected emergence from bankruptcy, business strategy, budgets, projected costs, capital expenditures, network upgrades, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include whether the proposed sale of the Company's assets to Time Warner NY Cable LLC ("Time Warner") and Comcast Corporation ("Comcast") is approved and consummated, whether the contemplated modifications to such sale transactions will be approved and timely consummated, the potential costs and impacts of the sale transactions contemplated by the proposed modifications, whether the Company's Modified Fourth Amended Joint Plan of Reorganization, filed with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") on April 28, 2006, is confirmed and consummated in time to close the sale of such assets to Time Warner and Comcast in the event the contemplated modifications to such sale transactions are not approved and timely consummated, whether the transactions contemplated by the settlements with the SEC and the U.S. Attorney and any other agreements needed to effect those transactions are consummated, the Company's pending bankruptcy proceeding, results of litigation against the Company, results and impacts of the proposed sale of the Company's assets, the effects of government regulation including the actions of local cable franchising authorities, the availability of financing, actions of the Company's competitors, pricing and availability of programming, equipment, supplies and other inputs, the Company's ability to upgrade its broadband network, technological developments, changes in general economic conditions, and those discussed under Items 1A, "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Report on Form 10-Q for the period ended March 31, 2006 and in the Company's supplement to the Fourth Amended Disclosure Statement, filed with the Bankruptcy Court on April 28, 2006, which is available in the investor relations section of the Company's website at www.adelphia.com. Information contained on our Internet website is not incorporated by reference into this press release. Many of these factors are outside of the Company's control. -----END PRIVACY-ENHANCED MESSAGE-----